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Exhibit 10(g)
 
 Company
Vehicle Operations
 SENIOR MANAGEMENT VEHICLE
PROGRAM (SMVP) SUPPLEMENT
    (CVO LOGO)
    
    http://cvo.gm.com
    
    Revised: 12/15/05




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TABLE OF CONTENTS:
 1.
    
    PURPOSE OF THE SENIOR MANAGEMENT VEHICLE PROGRAM (SMVP)2.
    
    PARTICIPATION
 2.1
    
    SMVP Participation Waiver (Opt-out)
 3.
    
    CVO ONLINE DRIVER ORIENTATION4.
    
    PROGRAM ADMINISTRATION FEE REQUIREMENT5.
    
    VEHICLE ASSIGNMENT
 5.1
    
    Vehicle Selection5.2
    
    Assignment Period5.3
    
    SMVP Participation During Leave of Absence
 6.
    
    IMPUTED INCOME7.
    
    DRIVE AND BUY8.
    
    BIENNIAL PURCHASE / LEASE REQUIREMENT
 8.1
    
    Overview8.2
    
    New or Returning Participants Compliance Requirement8.3
    
    Waivers and Extensions to Waivers8.4
    
    Short-Term Exceptions




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Company Vehicle Operations
Program Supplement for Senior Management Vehicle Program (SMVP) Drivers
 1.
    
    PURPOSE OF THE SENIOR MANAGEMENT VEHICLE PROGRAM (SMVP)The purpose of the Senior Management Vehicle Program (SMVP) is to increase exposure of
GM vehicles by allowing senior management to drive company-owned vehicles of their
preference. Members of senior management are encouraged to use their assigned vehicles as a
means to promote GMs diverse line of products.2.
    
    PARTICIPATION
 2.1
    
    SMVP Participation Waiver(Opt-out)Participation in the SMVP is optional. If an eligible participant decides to
opt-out of the program, a Participation Waiver Request form (CVO-011) must be
completed. This form is available on the Forms page and SMVP page of the CVO website.
 3.
    
    CVO ONLINE DRIVER ORIENTATIONTo ensure consistent communication of applicable program policies and responsibilities,
participants are required to complete the CVO Online Driver Orientation and acknowledge
program compliance during the orientation. The Online Driver Orientation is required for all
new PEP and SMVP participants, as well as any PEP or SMVP participant returning from an ISP
assignment after an absence of more than one year. In addition, any PEP or SMVP participant
who has been on medical leave, extended absence, or FMLA for more than one year will also be
required to complete the orientation.The web-based orientation can be accessed through the Company Vehicle Operations website at
http://cvo.gm.com. All participants who are required to complete the Online Driver
Orientation will receive a notice via e-mail, which will contain their access code and a
direct link to the orientation program. Participants will have 30 days from the day they
received the notice to complete the Online Driver Orientation.The program is also available for use on a voluntary basis. Those interested in viewing the
Online Driver Orientation may send an e-mail, including their full name and e-mail address,
to cvo.administration7@gm.com. Shortly after the e-mail is received, a response will be sent
to the e-mail address provided containing a login name and access code. Access for this
login name will remain active for a 30-day period.4.
    
    PROGRAM ADMINISTRATION FEE REQUIREMENTSMVP participants are charged a monthly Program Administration Fee, one-half of which is
withheld semi-monthly as a payroll deduction. The administration fee collected from SMVP and
PEP participants is used to offset a portion of the SMVP/PEP program costs, which include the
following:
 
    
    Inventory carrying costs
    
    Collision and liability coverage
    
    Licensing and titling
    
    Fuel and fluids costs




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Company Vehicle Operations
Program Supplement for Senior Management Vehicle Program (SMVP) Drivers
 
    
    Personnel to administer the program, including pre-delivery inspections and vehicle switches
    
    Personal property and use tax on inventory
    
    Lease/maintenance costs for the property required to store incoming and outgoing
vehicles (i.e., the regional centers)
  5.
    
    VEHICLE ASSIGNMENT
 5.1
    
    Vehicle SelectionSMVP participants can select the vehicle they will be assigned by completing the
SMVP Vehicle Preferences form (CVO-021). See the Model Year PEP and GM
Employee Purchase Programs Product Availability Matrix on the Reference Materials
page of the CVO website for information on Marketing constraints. SMVP participants
will be advised of any production constraints for their selected vehicle by their CVO
vehicle coordinator.5.2
    
    Assignment PeriodSMVP vehicles are to be assigned and driven for a minimum of 90 days regardless of
mileage. The 90-day vehicle in-service period may not be reduced or increased to
accommodate an eligible purchasers personal circumstances. However, the assignment
period may be adjusted as a result of GM business directives or by circumstances such
as GM shutdowns, GM holidays, and the availability of replacement vehicles for SMVP
drivers.5.3
    
    SMVP Participation During Leave Of AbsenceSMVP participants may continue to participate in the SMVP during the following
types of leaves of absence (provided the participant is still able to safely operate
the assigned vehicle and complies with all program requirements):
 
    
    Leave of absence which is not initiated by the employee (for example,
disability)
(No longer than 12 months)
    
    Family and Medical Leave Act (FMLA) or Dependent Care Leave of Absence
(No longer than 6 months)Participants who are planning to take a leave of absence for FMLA or Dependent Care
may request to continue SMVP participation during their leave for up to the 6-month
maximum by submitting a Family and Medical Leave Act (FMLA) or Dependent Care
Leave of Absence Product Evaluation Program (PEP) Agreement form (CVO-047) to
their business unit Human Resources representative.




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Company Vehicle Operations
Program Supplement for Senior Management Vehicle Program (SMVP) Drivers
 6.
    
    IMPUTED INCOMETax laws require GM to impute income to SMVP participants for the benefit they derive
from the personal (non-business) use of SMVP vehicles. In order to comply with this
obligation, appropriate amounts of income are imputed in the compensation SMVP participants
are paid at the end of each month. The specific amount of income imputed to an individual
SMVP participant during any particular month is based on the dealer net value of the vehicle
assigned to that driver on a particular day of that month, as reflected in CVMS (Company
Vehicle Management System).SMVP participants are given additional compensation to offset taxes (gross-up) related to
the use of assigned vehicles they drive, up to a certain maximum dealer net value. The SMVP
participants are responsible for the expense of personal taxes on imputed income resulting
from any incremental value in the excess of the set maximum dealer net value.7.
    
    DRIVE AND BUYSMVP participants are allowed to purchase/lease two company-owned vehicles (any
combination of D&B or tagged) each calendar year. Many participants utilize the D&B option
to comply with the PEP Biennial Purchase/Lease Requirement, which also applies to the SMVP.
In this circumstance, it is necessary for a participant to place their D&B order early enough
to have the vehicle produced, shipped, evaluated and purchased/leased two years from their
last purchase or lease date. SMVP participants may designate a vehicle for D&B purposes by
submitting a Senior Management Vehicle Program (SMVP) Vehicle Request Form (CVO-045).Information on D&B product availability and restriction can be accessed on the Reference
Materials page of the CVO website by clicking on the link Model Year PEP and GM Employee
Purchase Programs Product Availability Matrix.Generally, when a D&B vehicle has been received and prepped for delivery by a CVO vehicle
exchange facility, the SMVP participant who ordered the D&B will be scheduled for a vehicle
exchange. The replaced vehicle will be re-assigned to another assigned driver to complete
the assignment period, if needed.D&B vehicles are GM inventory intended for eventual sale as an unaltered GM product.
Participants should not alter or add accessories to their assigned D&B vehicle (i.e., trailer
hitch, oversized mirrors, etc.).To check the status of a D&B order, participants should call the Drive and Buy Status Hot
Line at (313)-667-7457 or they can contact their CVO coordinator.If it becomes necessary to cancel a D&B order/vehicle tag, a participant must submit a
PEP Request to Cancel Tag on Drive and Buy Vehicle form (CVO-046) to the appropriate
CVO Region Assistant Manager. The form is available in the Forms section of the CVO website.If a SMVP participant cancels a D&B order/vehicle tag twice within a 24-month period, the
participant may not place a D&B order for 36 months from the date the CVO Region Assistant
Manager signs off on the second occurrence. The participant will retain the requirement to
purchase/lease a vehicle under provisions of the Biennial Purchase/Lease Requirement. (See
section 8. BIENNIAL PURCHASE / LEASE REQUIREMENT.)A cancelled D&B order/vehicle tag will be included and counted within the prescribed
24-month period if:




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Company Vehicle Operations
Program Supplement for Senior Management Vehicle Program (SMVP) Drivers
 1.
    
    The participant ordered, was assigned and drove the D&B vehicle, thus benefiting
from the use of a vehicle of their choosing according to Federal tax regulations
and2.
    
    The reason for dropping the tag was other than:
 
    
    Major mechanical problems (validated by warranty history of the vehicle)
    
    Vehicle damage (validated by Incident Report claim submitted to ESIS)
    
    Job transfer to another state
    
    Job transferred overseas (ISP assignment)
    
    Circumstances beyond the participants control (i.e., life event change, divorce, etc.)
  13. VEHICLE REPLACEMENT WHEN
ASSIGNED VEHICLE REQUIRES REPAIR
 8.
    
    BIENNIAL PURCHASE / LEASE REQUIREMENT
 8.1
    
    OverviewThe PEP Biennial Purchase/Lease Requirement policy, which applies to both the PEP
and SMVP, requires participants to:
 
    
    Purchase or lease a current or immediate past model year GM vehicle for their
familys/households personal use at least once every two years and
    
    Be in compliance at all times by retaining the purchased/leased vehicle until
replaced with another current or immediate past model year GM vehicle by 2 years
from their last purchase/lease date on record or sooner*
 7.4 Family / Household
Members
 
 (*A sooner purchase/lease date will reset the beginning of the next 2-year
compliance measurement period to that date.) The assignment of a SMVP vehicle is not
intended to avoid the need for a personal family/household vehicle.




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Company Vehicle Operations
Program Supplement for Senior Management Vehicle Program (SMVP) Drivers
 Requirement through a lease are reminded that the requirement applies regardless of the
lease term into which they enter.For participants who choose to comply with the Biennial Purchase/Lease Requirement
using the Drive and Buy program (see section 7. DRIVE AND BUY), it is necessary that
they order a vehicle early enough to have it produced, driven and purchased/leased by
two years from their last purchase/lease date on record. Participants should consider
the availability of their desired vehicle when making their purchase/lease plans. High
demand vehicles are limited in their availability and long in their production lead
time. Ordering a high demand vehicle or new model and subsequently learning there is
limited possibility of owning it by the participants required purchase/lease date is
not an acceptable reason for deviation from the Biennial Purchase/Lease Requirement.The PEP/SMVP vehicle retention policy, which requires a participant to retain for
family/household use a current or immediate past model vehicle at all times, should not
be confused with the GM Employee Vehicle Purchase Program (EVPP) retention policy that
applies to purchased/leased GMS or used Company-Owned vehicles. Vehicles
purchased/leased through the VPP must be retained in accordance with the requirements
of the VPPs Rules and Guidelines, in effect at the time of vehicle purchase/lease.
The VPP Rules and Guidelines can be accessed through the GM Family First
website or on the Employee Vehicle Purchase Program page of the CVO
website.When a SMVP participant satisfies the Biennial Purchase/Lease Requirement through the
purchase/lease of a company-owned vehicle through the Drive and Buy option or through
the Company-Owned Vehicle Request System, the purchase information is automatically
updated into the Company Vehicle Management System (CVMS). In this case, there is no
need for the participant to submit a compliance notification form.When a SMVP participant satisfies the Biennial Purchase/Lease Requirement through the
purchase/lease or other acquisition of a current or immediate past model year GM
vehicle, which is not a company-owned vehicle, they must submit a PEP Biennial
Purchase/Lease Requirement Compliance form (CVO-040) to CVO Administration, as
indicated on the form.CVO monitors participant compliance with the Biennial Purchase/Lease Requirement based
on the date on record for the participants last purchase or lease. Non-compliant
participants, who are notified by CVO during the compliance verification process, must
verify their compliance within 30 days of the notification by submission of form
CVO-040. A participant who does not submit their compliance information within 30 days
is required to return their assigned vehicle to their CVO Region office. In the case
of a field driver in the CVO National Region, they are required to return their
assigned vehicle and keys to the dealer from which the vehicle was originally obtained
and notify their CVO contact.A participant, who had been removed from the SMVP due to non-compliance with the
Biennial Purchase/Lease Requirement, is ineligible to participate in the SMVP for a
period of 90 days from the date they returned their assigned vehicle. After the 90-day
ineligibility period, the participant, who becomes compliant and has submitted form
CVO-040, should contact their vehicle coordinator to schedule a vehicle assignment to
resume participation.8.2
    
    New or Returning Participants Compliance Requirement




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Company Vehicle Operations
Program Supplement for Senior Management Vehicle Program (SMVP) Drivers
 While the Biennial Purchase/Lease Requirement policy requires a participant to be
in compliance at all times, a new participant or one that is returning (e.g.,
repatriating from an ISP assignment) has a six-month grace period from the date of
their program eligibility to become compliant.Based on their date of eligibility to participate in the SMVP, a new or returning
participant should decide the best method to ensure compliance within the six-month
grace period. For example, it may not be feasible to order a Drive and Buy vehicle due
to end-of-model production, vehicle order cut-off dates, etc. Therefore, the best
method may be GMS or some other option to satisfy their requirement.When a new or returning participant satisfies the Biennial Purchase/Lease Requirement
through GMS or other option (not through purchase/lease of a company-owned vehicle)
they must submit a PEP Biennial Purchase/Lease Requirement Compliance form
(CVO-040).In the event a new or returning participant is in jeopardy of a significant financial
hardship as the result of entering into a lease (which expires later than the six-month
requirement) prior to being notified of their appointment to PEP/SMVP, they should
contact CVO Administration at (313)-667-7458 to discuss their situation. The current
leased vehicle may meet the Biennial Purchase/Lease Requirement.It should be noted that having a Drive and Buy vehicle ordered but not purchased at the
end of the six-month grace period does not put a participant in compliance.Note: The compliance policy for new participants also applies to participants whose
Biennial Purchase/Lease Requirement waivers are not extended.8.3
    
    Waivers and Extensions to WaiversAdherence to the Biennial Purchase/Lease Requirement may not be appropriate in all
circumstances. For example, there may be no other adult licensed drivers in a
participants family/household or the other licensed drivers in the family/household
are also provided a company vehicle by their employer. However, the Biennial
Purchase/Lease Requirement must be complied with if the spouse or qualified same-sex
domestic partner is self-employed or effectively his or her own employer. In such
circumstances, a participant may request a waiver from the purchase/lease requirement
by submitting a PEP Participants Request for Waiver/Exception to the Biennial
Purchase/Lease Requirement form (CVO-050).Participants with approved Biennial Purchase/Lease Requirement waivers on file are
required to confirm each year that the circumstance, which previously warranted an
approved waiver, continues to exist. If the same circumstance continues to exist, the
participant must submit a PEP Biennial Purchase/Lease Requirement Participants
Waiver Continuation Statement form (CVO-051), 12 months from the date on their last
submitted form.Participants who no longer qualify for a waiver are permitted up to six months from the
date of the condition, which qualified them for the waiver ceases to exist to comply
with the Biennial Purchase/Lease Requirement. If compliance is fulfilled through GMS
or other option (which is not through purchase/lease of a company-owned vehicle) the
participant must submit a PEP Biennial Purchase/Lease Requirement Compliance form




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Company Vehicle Operations
Program Supplement for Senior Management Vehicle Program (SMVP) Drivers
 (CVO-040). CVO Administration should be notified at (313)-667-7458 when a
waiver condition changes.Please note that participants who qualify for a waiver to the Biennial Purchase/Lease
Requirement and who do not have their own vehicle insurance may be subject to personal
financial exposure if they drive a vehicle that is not owned by GM. (See General
Policy Handbook for U.S. Assigned Drivers, section 9.6 Risk to Assigned Drivers Who Do
Not Own and Insure a Personal Vehicle.)8.4
    
    Short-Term ExceptionsParticipants who believe they have a valid reason for not meeting their compliance
verification date (two years from their last purchase/lease date) must submit a PEP
Participants Request for Waiver/Exception to the Biennial Purchase/Lease Requirement
form (CVO-050).A short-term exception to the Biennial Purchase/Lease Requirement is permissible when
an unanticipated condition prevents delivery of an intended purchase/lease vehicle in
an ordinary and reasonable timeframe, for example, an unforeseen delay in production
scheduling or vehicles damaged in transit.A short-term exception is not permissible for circumstances caused by participants,
such as ordering a limited production vehicle with known delivery constraints or
failing to place a vehicle order with enough time to allow for order processing,
production scheduling, manufacturing and shipping to the point of service.
Circumstances with regard to improper timing for placing vehicle orders are expected to
be limited to those beyond a participants control.